Securities Note. ISIN: NO AINMT Scandinavia Holdings AS FRN Senior Unsecured Bonds 2017/2022

Transcription

1 Securities Note ISIN: NO AINMT Scandinavia Holdings AS FRN Senior Unsecured Bonds 2017/ September 2017 Arrangers DNB Markets As Joint Lead Manager Pareto Securities AS As Joint Lead Manager

2 Securities Note ISIN NO Important information The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. Finanstilsynet (the Financial Supervisory Authority of Norway) has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. The examination and approval by the Financial Supervisory Authority of Norway relate exclusively to the Company having included descriptions pursuant to a pre-defined list of content requirements. Consequently, the Financial Supervisory Authority of Norway has not examined or approved the correctness or completeness of the information disclosed in the Securities Note. Nor has the Financial Supervisory Authority of Norway performed any form of examination or approval of company law aspects described in, or encompassed by, the Securities Note. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to listing of the Bonds. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Arrangers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Finanstilsynet implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Arrangers to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. The Securities Note together with the Registration Document and the Summary constitutes the Prospectus. Factors which are material for the purpose of assessing the market risks associated with Bond The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and Page 2 of 74

3 Securities Note ISIN NO (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Page 3 of 74

4 Securities Note ISIN NO Index Index Risk Factors Persons Responsible Detailed information about the securities Additional Information Appendix: Page 4 of 74

5 Securities Note ISIN NO Risk Factors Investing in the Bonds issued by ice group Scandinavia Holding AS ( Borrower or Issuer ) involves inherent risks. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. The risks and uncertainties described in the Prospectus are risks of which the Issuer is aware and that the Issuer considers to be material to its business. If any of these risks were to occur, the Issuer s business, financial position, operating results or cash flows could be materially adversely affected, and the Issuer could be unable to pay interest, principal or other amounts on or in connection with the Bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 28 September 2017 and reach their own conclusions prior to making any investment decision. Risk related to the Bonds General All investments in interest-bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company-specific risk factors. There are four main risk factors that sum up the investors total risk exposure when investing in interest bearing securities: liquidity, interest-rate, settlement and market risk (both in general and issuer-specific). Liquidity risk The liquidity of the trading market in the Bonds, and the market price quoted for the Bonds, may be adversely affected by changes in the overall market for similar yield securities, interest rates and the Issuer s financial performance or prospects or in the prospects for companies in its industry generally. As a result, an active trading market for the Bonds may not develop or be maintained. Historically, the markets for non-investment-grade debt, such as the Bonds, have been subject to disruptions that have caused substantial volatility in their prices. Any market for the Bonds may be subject to similar disruptions. Any such disruptions may affect the liquidity and trading of the Bonds independently of the Issuer s financial performance and prospects and may have an adverse effect on the holders of the Bonds. No market-maker agreement has been entered into in relation to this Bond Issue, and the liquidity of the Bonds will depend at all times on the market participants view of the credit quality of the Issuer as well as established and available credit lines. Interest-rate risk Interest-rate risk is the risk that results from the variability of the NIBOR interest rate. The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest-rate risk related to this Bond Issue will be limited, since the coupon rate will be adjusted quarterly in accordance with the change in the reference interest rate (NIBOR three months) over the five-year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon-defined credit margin may relate to general changes in the market conditions and/or Issuer-specific circumstances. Under normal market circumstances, however, the anticipated tradable credit spread will fall as the duration of the bond issue shortens. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. Settlement risk The settlement risk (being the risk that the settlement of Bonds does not take place as agreed) consists of the failure to pay or the failure to deliver the Bonds. Credit risk Credit risk is the risk that the Borrower fails to make the required payments under the Bond Issue (either principal or interest). Page 5 of 74

6 Securities Note ISIN NO Market risk Market risk, also called "systematic risk", is the negative impact on the value of the Bonds from any type of major natural disaster, such as recessions, political turmoil, changes in interest rates or terrorist attacks. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk, and the liquidity of this Bond Issue in the market. In spite of an underlying positive development in the Issuer s business activities, the price of the Bonds may fall independently of this fact. However, bond issues with a relatively short tenor and a floating-rate coupon rate do generally carry a lower price risk compared with bonds with a longer tenor and/or with a fixed coupon rate. Ranking of the Bonds The Bonds constitute senior unsecured obligations of the Issuer. As such, the Bonds are effectively subordinated to the secured debt of the Issuer and any debt of the Issuer s subsidiaries outstanding from time to time. The Bonds rank equally in right of payment with the Issuer s senior unsecured debt outstanding from time to time and senior in right of payment to the Issuer s subordinated debt (if any) outstanding from time to time. The secured creditors of the Issuer will have priority over the assets securing their debt. In the event that such secured debt becomes due or a secured lender proceeds against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt before any payment would be made on the Bonds. Any assets remaining after repayment of its secured debt may not be sufficient to repay all amounts owing under the Bonds. Modification and waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. AMENDMENTS AND WAIVERS Procedure for amendments and waivers The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that: such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes; or such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority; or such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 17 (Bondholders Decisions) in the Bond Terms. Any changes to the Bond Terms necessary or appropriate in connection with the appointment of a Security Agent other than the Bond Trustee shall be documented in an amendment to these Bond Terms, signed by the Bond Trustee (in its discretion). If so desired by the Bond Trustee, any or all of the Transaction Security Documents shall be amended, assigned or re-issued, so that the Security Agent is the holder of the relevant Security (on behalf of the Bondholders). The costs incurred in connection with such amendment, assignment or re-issue shall be for the account of the Issuer. Page 6 of 74

7 Securities Note ISIN NO Persons Responsible 2.1 Persons responsible for the information Persons responsible for the information given in the Prospectus are: ice group Scandinavia Holdings AS Østensjøveien Oslo Norway 2.2 Responsibility statement by persons responsible This Prospectus has been prepared on behalf of ice group Scandinavia Holdings AS. The Company confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, 28 September 2017 ice group Scandinavia Holdings AS Page 7 of 74

8 Securities Note ISIN NO Detailed information about the securities ISIN code: NO The Reference Name/The Bonds/The Bond Issue: Issuer: Group: Subsidiaries: AINMT Scandinavia Holdings AS FRN Senior Unsecured Bonds 2017/2022 ice group Scandinavia Holdings AS, a Norwegian limited liability company, business reg. no Means the Issuer and all its subsidiaries from time to time (present and future) (each a Group Company ). Means the Issuer's present and future Subsidiaries, including the following companies as of the Settlement Date: (i) Ice Communication Norge AS (previously Telco Data AS), a Norwegian company with reg. number ; (ii) Netett Sverige AB, a Swedish company with reg. number (the Swedish Subsidiary ); (iii) Ice Norge AS, a Norwegian company with reg. number ; and (iv) Ice Danmark ApS, a Danish company with reg. number (the Danish Subsidiary ). Security Type: Currency: Bond issue with floating rate NOK Borrowing Limit Tap Issue: NOK 1,250,000,000 Borrowing Amount/First tranche: NOK 800,000,000 Denomination Each Bond: NOK 500,000 Minimum Investment: Securities Form: Disbursement/Settlement/Issue Date: Interest Bearing From and Including: Interest Bearing To: The minimum subscription and investment in the Bonds is NOK 1,000,000, and higher amounts may be subscribed in integral multiples of NOK 500,000 in excess thereof (but in no event less than the NOK equivalent of EUR 100,000). The Bonds are electronic registered in book-entry form with the Securities Depository. 7 April 2017 Disbursement/Settlement/Issue Date Maturity Date Maturity Date: 7 April 2022 Reference Rate: Margin: Coupon Rate: 3 months NIBOR 5.25% p.a. NIBOR + Margin % for the Interest Period (7 July October 2017). Page 8 of 74

9 Securities Note ISIN NO Day Count Fraction - Coupon: Business Day Convention: Interest-rate Determination Date: Interest-rate Adjustment Date: Interest Payment Date: #Days first term: Issue Price: Yield: Business Day: CSD Voluntary early redemption - Call Option: Act/360 in arrears. Modified following. If the Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Business Day preceding the original date. 5 April 2017, and thereafter two Business Days prior to each Interest-rate Adjustment Day. With effect from Interest Payment Date. 7 January, 7 April, 7 July and 7 October in each year (as adjusted in accordance with the Business day Convention), the first being 7 July days % of par value Dependent on the market price. Yield for the Interest Period from 7 July 2017 to 9 October 2017 is 6.24 % p.a. assuming a price of 100 %. Means any day on which both the relevant CSD settlement system is open, and the relevant Bond currency settlement system is open. CSD means the central securities depository in which the Bonds are registered, being VPS ASA. a) The Issuer may redeem the Bonds (all or nothing) at any time from and including: (i) the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount; (ii) the First Call Date to, but not including, the Interest Payment Date in April 2020 at a price equal to %. of the Nominal Amount for each redeemed Bond; (iii) the Interest Payment Date in April 2020 to, but not including, the Interest Payment Date in April 2021 at a price equal to %. of the Nominal Amount for each redeemed Bond; and (iv) the Interest Payment Date in April 2021 to, but not including, the Maturity Date at a price equal to % of the Nominal Amount for each redeemed Bond. In addition to such amounts payable under Clause 10.2 above, the Issuer shall pay accrued and unpaid interest on redeemed Bonds. (c) Any redemption of Bonds pursuant to Clause 10.2 in the Bond Terms shall be determined based upon the redemption prices applicable on the Call Option Repayment Date. Page 9 of 74

10 Securities Note ISIN NO (d) The Call Option may be exercised by the Issuer by written notice to the Bond Trustee and the Bondholders at least ten 10, but not more than 20, Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall publish the Make Whole Amount to the Bondholders as soon as possible and at the latest within three 3 Business Days from the date of the notice. For more information regarding the call options, please refer to the Bond Agreement attached hereto. Definitions: Call Option Repayment Date means the settlement date for the Call Option determined by the Issuer pursuant to Clause 10.2 (Voluntary early redemption - Call Option), or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds. First Call Date means the Interest Payment Date in April Make Whole Amount means an amount equal to the sum of: the present value on the Call Option Repayment Date of %. of the Nominal Amount of the redeemed Bonds as if such payment originally had taken place on the First Call Date; and the present value on the Call Option Repayment Date of the remaining interest payments of the redeemed Bonds, less any accrued and unpaid interest on the redeemed Bonds as at the Call Option Repayment Date, to the First Call Date, where the present value shall be calculated by using a discount rate of 50 basis points above the comparable Government Bond Rate (i.e. comparable to the remaining Macaulay duration of the Bonds from the Call Option Repayment Date until the First Call Date using linear interpolation), and where the interest rate applied for the remaining interest payments shall equal the Mid- Swap Rate plus the Margin (however so that the interest rate can never fall below the Margin). Outstanding Bonds means the Bonds not redeemed or otherwise discharged. Put Option Event: Upon the occurrence of a Put Option Event, each Bondholder will have the right (the Put Option ) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at: (i) a price equal to 101 %. of the Nominal Amount following the notice of a Change of Control Event; and (ii) a price equal to the prevailing Call Option price following the notice of a Material Asset Sale Event. The Put Option must be exercised within 30 calendar days after the Issuer has given notice to the Bond Page 10 of 74

11 Securities Note ISIN NO Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event) in the Bond Terms. Once notified, the Bondholders right to exercise the Put Option will not fall away due to subsequent events related to the Issuer. (c) Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the fifth Business Day after the end of the 30 calendar days exercise period referred to in paragraph above. (d) If Bonds representing more than 90 %. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option Event) in the Bond Terms, the Issuer is entitled to repurchase all the remaining Outstanding Bonds at a price equal to 100 %. of the Nominal Amount by notifying the remaining Bondholders of its intention to do so no later than 20 calendar days after the Put Option Repayment Date. Such prepayment may occur at the earliest on the 15th calendar day following the date of such notice. Definitions: Access means Access Industries and (i) any entity controlled directly or indirectly (more than 50 %, voting rights or capital) or any entity or person controlling it directly or indirectly (more than 50%, voting rights or capital). Change of Control Event means if any person or group of persons acting in concert, other than either an entity under common control (directly or indirectly) with AI Media Holdings (NMT) LLC, a Delaware company with reg. number , Access or Rasmussengruppen, gains Decisive Influence over the Issuer. Decisive Influence means a person having, as a result of an agreement, understanding and/or other arrangement and/or through the direct and/or indirect ownership of shares and/or other ownership interests in another person: a majority of the voting rights in that other person; or a right to elect or remove a majority of the members of the board of directors of that other person. Material Asset Sale Event means, except if it constitutes a Total Loss Event: any of the Norwegian Low Frequency Licenses and Norwegian High Frequency Licenses are sold or disposed of; or the Issuer ceases to be the owner (directly or indirectly) of the Subsidiaries owned by the Issuer at the time of the Bond Issue (however excluding the Swedish Subsidiary and the Danish Subsidiary for the purposes of determining a Material Asset Sale Event). Put Option Event means a Change of Control Event or a Material Asset Sale Event. Page 11 of 74

12 Securities Note ISIN NO Rasmussengruppen means Einar Rasmussen and any member of his immediate family (the "Family ) (i) any trust created for the benefit of any member of the Family, and (ii) any entity controlled directly or indirectly (more than 50%, voting rights or capital) by any member of the Family. Total Loss Event means If the Norwegian High Frequency Licenses are revoked or cancelled. For more information regarding the Put Option, please refer to the Bond Terms attached hereto. Early redemption option due to a tax event: Mandatory redemption upon a Total Loss Event: If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) in the Bond Terms as a result of a change in applicable law implemented after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100 %. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 60 days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due. Upon a Total Loss Event, the Issuer shall promptly, but in any event no later than 90 days following the Total Loss Event, redeem 100 % of the outstanding Bonds at 100 % of par value (plus accrued interest on the redeemed amount). Definitions: Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event) in the Bond Terms. Amortization: The Bonds shall be repaid in full at Final Maturity Date at 100% of par value. Redemption: Status of the Bonds: Matured interest and matured principal will be credited to each Bondholder directly from the Securities Depository. Claims for interest and principal shall be limited in time pursuant to the Norwegian Act relating to the limitation of period claims of May 18, 1979 no 18, at present three years for interest rates and 10 years for principal. The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application). Transaction Security: The Bonds are unsecured. Finance Documents: Undertakings: Means the Bond Terms, the Bond Trustee Agreement and any other document designated by the Issuer and the Bond Trustee as a Finance Document. During the term of the Bonds the Issuer shall comply with the covenants in accordance with the Bond Terms clause 12 and 13, Page 12 of 74

13 Securities Note ISIN NO including but not limited to: Information Undertaking Financial Reports a) The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 120 days after the end of the financial year. b) The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 60 days after the end of the relevant interim period. Requirements as to Financial Reports a) The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 12.1 (Financial Reports) in the Bond Terms, however only once for each relevant reporting period, a Compliance Certificate with a copy of the Financial Report attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying inter alia that the Financial Statements are fairly representing its financial condition as at the date of those financial statements and setting out (in reasonable detail) computations evidencing compliance with Clause (Financial covenants) and the Incurrence Test as at such date. The Issuer shall procure that the Financial Reports delivered pursuant to Clause 12.1 (Financial Reports) in the Bond Terms are prepared using GAAP consistently applied. General Covenants Compliance with laws The issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time. Continuation of business The Issuer shall procure that no material change is made to the general nature of the business from that carried on by the Group at the Issue Date. Mergers and de-mergers a) The Issuer shall not, and shall procure that no other Group Company will, carry out: (i) any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer or any Group Company with any other person other than with a Group Company; or (ii) any demerger or other corporate reorganisation Page 13 of 74

14 Securities Note ISIN NO having the same or equivalent effect as a demerger involving the Issuer and any Group Company; if such merger, demerger, combination or reorganisation would have a Material Adverse Effect. Financial Indebtedness a) Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, incur or allow to remain outstanding any Financial Indebtedness. b) Paragraph above shall not prohibit any Group Company to incur, maintain or prolong any Permitted Financial Indebtedness. Negative pledge a) Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its/their assets (whether present or future). b) Paragraph above does not apply to any Permitted Security. Financial support a) Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, make or grant any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or group or otherwise voluntary assume any financial liability, whether actual or contingent, in respect of any other person or group, not being a member of the Group. b) Paragraph above does not apply to any Permitted Financial Support. Disposals The Issuer shall not, and shall procure that no other Group Company will, sell, transfer or otherwise dispose of all or a substantial part of its assets (including shares or other securities in any person) or operations (other than (i) to a Group Company, and (ii) for the avoidance of doubt, the Swedish Subsidiary and/or the Danish Subsidiary), unless such sale, transfer or disposal is carried out in the ordinary course of business and would not have a Material Adverse Effect. Related party transactions Without limiting Clause 13.2 (Compliance with laws) in the Bond Terms, the Issuer shall, and shall procure that all other Group Companies will, conduct all business transactions with any related party which is not a Group Company at market terms and otherwise on arm's length basis. Insurances The Issuer shall, and shall procure that each other Group Company will maintain with financially sound and reputable insurance companies, funds or underwriters customary insurance or captive arrangements with respect to its equipment Page 14 of 74

15 Securities Note ISIN NO and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice for telecom companies. Maintenance of Licenses The Group Companies shall at all times be in compliance with all obligations under the Licenses (provided however that a failure to meet such obligations shall not constitute an Event of Default if unlikely to have a Material Adverse Effect). Obligor shall, maintain with financially sound and reputable insurance companies, funds or underwriters customary insurance or captive arrangements with respect to its equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice for telecom companies. Financial covenants The Issuer undertakes to comply with the following financial covenants: a) Minimum Liquidity - Liquidity shall at all times exceed NOK 150,000,000; and b) Loan to Value - not to exceed 50 % to apply, and in respect of both (i) and (ii) above be tested quarterly upon delivery of each compliance certificate with reference to the preceding quarter (the Testing Date ). A Financial Covenants Cure completed prior to the delivery of the compliance certificate shall be taken into account when calculating the Loan to Value Financial Covenant and Minimum Liquidity. If the Issuer fails (or would otherwise fail) to comply with any of the Financial Covenants, and the Issuer receives net cash proceeds from any person (other than a Group Company) in the form of new equity or a Shareholder Loan (a Cure Amount ) no later than on the Testing Date, then the relevant Financial Covenant shall be calculated, by adjusting the NIBD and/or the Minimum Liquidity (as the case may be) by the Cure Amount. Dividends The Issuer may declare or make any dividend payment, repurchase of shares or make loans or other distributions ( Distributions ) to its shareholders including servicing or repaying shareholder or other Subordinated Loans (each a Dividend Payment ) to the extent that: a) the Dividend Payment in any 12 month period does not exceed 50 %. of the Issuer's consolidated net profit according to the Issuer's most recent Annual Financial Statement; and b) that NIBD / EBITDA immediately following such Dividend Payment does not exceed 3. Notwithstanding the above, the Issuer may declare or make any Distributions to the extent required for payments made by Ice Norge AS to honor its obligations under the SCASA Agreement. Page 15 of 74

16 Securities Note ISIN NO Definitions: EBITDA means, for periods of 12 months, the consolidated operating profit of the Group before taxation (excluding the results from discontinuing operations): before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments, whether paid, payable or capitalized by any member of the Group (calculated on a consolidated basis) in respect of that relevant period; not including any accrued interest owing to any member of the Group; (c) after adding back any amount attributable to the amortization, depreciation or impairment of assets of members of the Group; (d) before taking into account any exceptional items limited to an amount of NOK 10,000,000 in any financial year; (e) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests; (f) after deducting the amount of any profit of any non- Group entity to the extent that the amount of the profit included in the financial statements of the Group exceeds the amount actually received in cash by members of the Group through the distributions by the non-group entity; (g) taking no account of any unrealized gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); (h) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset; and (i) excluding the charge to profit represented by the expensing of stock options, in each case, to the extent added, deducted or taken into account, as the case may be, GAAP means the generally accepted accounting practices and principles in the country in which the relevant company is incorporated including, if applicable, the International Financial Reporting Standards (IFRS) and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time (and for the purpose of determining the Financial Covenants interpreted as made as of the Issue Date). Licenses mean the following licenses as further described in the Investor Presentation: the licenses to operate in the 410 MHz and 450 MHz frequency bands assigned by the Norwegian Post and Telecommunications Authority to Nordisk Mobiltelefon Page 16 of 74

17 Securities Note ISIN NO Norge AS (reg. number ) in December 2004 and furthermore assigned to Nordisk Mobiltelefon Norge AS (reg. number , subsequently renamed Ice Norge AS) in April 2009 (the Norwegian Low Frequency Licenses ); the licenses to operate in the 800 MHz, 900 MHz and 1,800 MHz frequency bands assigned by the Norwegian Post and Telecommunications Authority to Ice Communication Norge AS (reg. number ) in December 2013 (the Norwegian High Frequency Licenses ); (c) the license to operate in the 450 MHz frequency band assigned by the Swedish Post and Telecom Authority to Nordisk Mobiltelefon AS (reg. number ) in December 2005 and furthermore assigned to Nordisk Mobiltelefon Sverige AB (reg. number ) in August 2007 and assigned to Netett Sverige AB in March 2009 (the Swedish Licenses ); and (d) the two licenses to operate in the 450 MHz frequency band a) the first being assigned by the Danish Ministry of Science, Technology and Higher Education to Nordisk Mobiltelefon Denmark A/S (CVR. No , subsequently renamed Ice Denmark ApS) in January 2007, and b) the second licence being acquired from Nordisk Mobiltelefon International AB in January 2014 (together the Danish Licenses ). Liquidity means at any time cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and certificates of deposits of marketable debt securities held for cash management purposes with a maturity of 12 months or less after the relevant date of calculation, issued by a bank, provided in respect of subsection above, and for so long as: that cash is repayable on demand; repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition; (c) there is no security over that cash other than any Permitted Security constituted by netting or set-off arrangement entered into by any members of the Group in the ordinary course of their banking arrangements; and (d) the cash is freely and immediately available to be applied in repayment or prepayment of Financial Indebtedness. Loan to Value means the ratio of NIBD to EV. Material Adverse Effect means a material adverse effect on: the ability of the Issuer and any Group Company to perform and comply with its obligations under any of the Page 17 of 74

18 Securities Note ISIN NO Finance Documents; or the validity or enforceability of any of the Finance Documents. NIBD means, on a consolidated basis for the Group, the aggregate consolidated interest bearing debt (excluding any Subordinated Loans) less Liquidity. Permitted Financial Indebtedness means: any Financial Indebtedness arising under the Finance Documents; up until the redemption date following application of the relevant call option, the outstanding amounts under the Existing SEK Bond (all of which shall be repaid and paid in full on the relevant settlement date thereof (and up and until such date, the proceeds may be deposited on a defeasance pledge and blocked account); (c) Financial Indebtedness arising under any Subordinated Loans; (d) Financial Indebtedness incurred under the Secured Facilities; (e) Financial Indebtedness arising under any handset financing arrangement made by the Issuer and a lender, limited to an aggregate principal amount not exceeding NOK 100,000,000; (f) arising as a result of any asset leased under finance lease arrangements made by a member of the Group limited to an aggregate amount not exceeding NOK 20,000,000 for the Group at any time; (g) Financial Indebtedness arising under any hedging transaction for non-speculative purposes in the ordinary course of business of the relevant member of the Group; (h) Financial Indebtedness owed by a member of the Group to another member of the Group; (i) Financial Indebtedness arising out of any Permitted Financial Support or Permitted Security; (j) Financial Indebtedness incurred under any pension or tax liabilities in the ordinary course of business; (k) Financial Indebtedness incurred under any Tap Issue or any other unsecured Financial Indebtedness (which matures after this Bond Issue and is issued at the Issuer level) both subject to compliance with the Incurrence Test; (l) of any person acquired by a member of the Group after the Issue Date, where the Financial Indebtedness is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of that acquisition; (m) any other Financial Indebtedness not permitted by the preceding paragraphs and the aggregate outstanding Page 18 of 74

19 Securities Note ISIN NO principal amount of which does not exceed an aggregate amount of NOK 50,000,000 (or the equivalent in other currencies) at any time; and (n) any refinancing, amendments or replacement of any of the above from time to time, however always subject to the Financial Covenants set out in Clause (Financial covenants) in the Bond Terms. Permitted Financial Support means: any Financial Support made in relation to Permitted Financial Indebtedness or Permitted Security; any loans made by a member of the Group to another member of the Group; (c) any Financial Support made, granted or given by a member of the Group to any third party in the ordinary course of business (including, without limitation, cash deposit or guarantees in support of rental agreements for premises) limited to an aggregate not exceeding NOK 100,000,000; (d) any Financial Support made in connection with the bidding for any new telecom licenses within the EEA either (i) through letters of credit issued under the Secured Facilities, (ii) in an amount not exceeding an amount equaling the committed but unused amounts under the Secured Facilities, or (iii) financed through equity or Subordinated Loans; and (e) any Financial Support not falling within any of the preceding sub-paragraphs, the aggregate outstanding principal amount of which across the Group does not at any time exceed NOK 25,000,000. Permitted Security means: any security, including cash collateral to secure the Secured Facilities; up until the redemption date following application of the relevant call option, any security under the Existing SEK Bond (all of which shall be discharged upon the Issuer's deposit of an amount sufficient to redeem such bonds in full on the defeasance pledge and blocked account); (c) any security arising by operation of law and in the ordinary course of trading, provided that if such security has arisen as a result of any default or omission by any member of the Group it shall not subsist for a period of more than 30 calendar days; (d) any cash pooling, netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies; (e) any security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of business and not arising as a result of a default or omission by any Group Company that is continuing for a Page 19 of 74

20 Securities Note ISIN NO period of more than 30 calendar days; (f) any right of set-off arising under contracts entered into by Group Companies in the ordinary course of their dayto-day business; (g) any security arising over any bank accounts or custody accounts or other clearing banking facilities held with any bank or financial institution under the standard terms and conditions of such bank or financial institution; (h) payments into court or any security arising under any court order or injunction or as security for costs arising in connection with any litigation or court proceedings being contested by any Group Company in good faith (which do not otherwise constitute or give rise to an Event of Default); (i) any security over or affecting any asset acquired by a member of the Group after the Issue Date if: (i) the security was not created in contemplation of the acquisition of that asset by a member of the Group; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (iii) the security is removed or discharged within 3 months of the date of acquisition of such asset; (j) any security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the security is created prior to the date on which that company becomes a member of the Group, if: (i) the security was not created in contemplation of the acquisition of that company; (ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (iii) the security is removed or discharged within 3 months of that company becoming a member of the Group; (k) any security provided under the SCASA Agreement; and (l) any other security (other than mentioned in subsection to (k) above) securing indebtedness the principal amount of which does not at any time exceed, in the aggregate, NOK 50,000,000. SCASA Agreement means the secured creditors asset sale agreement dated 19 February 2009 and made between ABN AMRO Bank N.V. as security agent and agent, ICE Norge AS and AINMT Holdings AB. Page 20 of 74

21 Securities Note ISIN NO Secured Facilities means one or more secured facilities with an aggregate maximum commitment and outstanding amount at any time not to exceed the sum of NOK or the equivalent thereof in any other currency; and up to NOK (or its equivalent in other currencies) incurred for the sole purpose of financing a Permitted Acquisition. Shareholder Loan means any shareholder loan granted or to be granted to the Issuer by its shareholder(s), with terms (including aggregate amount) and final structure acceptable to the Bond Trustee (acting in their sole discretion), inter alia to ensure that (i) such loan is fully subordinated to the Bonds, and (ii) any repayment of, or payment of interest under, any such loan is subject to all present and future obligations and liabilities under the Bond Issue having been discharged in full. Subordinated Loan means any Shareholder Loan and any loan granted or to be granted, with terms (including aggregate amount) and final structure acceptable to the Bond Trustee (acting in its sole discretion), inter alia to ensure that (i) such loan is fully subordinated to the Bonds, and (ii) any repayment of, or payment of interest under, any such loan is subject to all present and future obligations and liabilities under the Bond Issue having been discharged in full. Subsidiary means a company over which another company has Decisive Influence, including (as of the Issue Date) the Swedish Subsidiary, the Danish Subsidiary, Ice Communication Norge AS, a Norwegian company with reg. number and Ice Norge AS, a Norwegian company with reg. number Events of Default: Standard Event of Default provisions applicable to the Group Companies pursuant to the Bond Terms, with a cross default threshold of NOK 10,000,000 (or equivalent thereof in any other currency) and an equal insolvency or insolvency proceedings threshold amount. For more details, see clause 14.1 in the Bond Terms. Listing: At Oslo Børs. An application for listing will be sent as soon as possible after the Prospectus has been approved by Finanstilsynet. The Issuer shall procure that the Bonds are listed on an Exchange within six months of the Issue Date and remain listed on an Exchange until the Bonds have been redeemed in full. Listing Failure Event means: a) that the Bonds have not been admitted to listing on an Exchange within (6) months following the Issue Date, or b) in the case of a successful admission to listing, that a period of (6) months has elapsed since the Bonds ceased to be admitted to listing on an Exchange. Definitions Exchange means Oslo Børs. Please see clause 8.2 Default interest in the Bond Terms for further information about Listing Failure Event. Page 21 of 74

22 Securities Note ISIN NO Purpose: NIBOR: Approvals: The net proceeds of the Initial Issue Amount shall be applied to refinance the Existing SEK Bond (including call premiums and accrued interests). (Norwegian Interbank Offered Rate) being the interest rate fixed for a period comparable to the relevant Interest Period on Oslo Børs webpage at approximately (Oslo time) on the Interest Quotation Day or, on days on which Oslo Børs has shorter opening hours (New Year s Eve and the Wednesday before Maundy Thursday), the data published at approximately a.m. (Oslo time) on the Interest Quotation Day shall be used. In the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the relevant interest rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate shall be used. If this is not possible, the Bond Trustee shall calculate the relevant interest rate based on comparable quotes from major banks in Oslo. If any such rate is below zero, NIBOR will be deemed to be zero. The Bonds have been issued in accordance with the Issuer s Board approval dated 3 April The Norwegian FSA has reviewed and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act (see important notice on page 2 for duties and responsibility of the Norwegian FSA. The Norwegian FSA approved the Prospectus by on 29 September The prospectus has also been sent to Oslo Børs ASA for review in relation to a listing application of the bonds. Bond Terms: The Bond Terms has been entered into by the Borrower and the Bond Trustee. The Bond Terms regulates the Bondholder s rights and obligations with respect to the bonds. The Bond Trustee enters into the Bond Terms on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Terms. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Terms and is bound by the terms of the Bond Terms. The Bond Terms is available through the Arrangers or from the Borrower. Please find the Bond Terms attached to this Securities Note. Bondholders Meeting: At the Bondholders Meeting each Bondholder has one vote for each bond he owns. In order to form a quorum, at least half (1/2) of the aggregate principal amount of the Voting Bonds must be represented at the Bondholders' meeting. See also Clause 15.1 in the Bond Terms. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, except as set forth below. In the following matters, approval of at least 2/3 of the votes is Page 22 of 74

23 Securities Note ISIN NO required: a) amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price and other terms and conditions directly affecting the cash flow of the bonds; b) transfer of rights and obligations of the Bond Agreement to another issuer, or c) change of Bond Trustee. (For more details, see also Bond Terms clause 15) Availability of the Documentation: Bond Trustee: and Nordic Trustee ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond agreement and applicable laws and regulations which are relevant to the terms of the Bond agreement, including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and received in its capacity as Bond Trustee (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange Bondholders meetings, and make the decisions and implement the measures resolved pursuant to the Bond agreement. The Bond Trustee is not obligated to assess the Issuer s financial situation beyond what is directly set forth in the Bond agreement. (For more details, see also Bond Terms clause 16) Arrangers: Paying Agent: Taxation Calculation Agent: Securities Depository: DNB Bank ASA, DNB Markets, Dronning Eufemias gate 30, NO Oslo, Norway; and Pareto Securities AS, Dronning Mauds gate 3, NO-0115 Oslo, Norway; and DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo The Issuer shall pay any stamp duty and other public fees accruing in connection with issuance of the Bonds, but not in respect of trading of the Bonds in the secondary market (except to the extent required by applicable laws), and the Issuer shall deduct before payment to the bondholders at source any applicable withholding tax payable pursuant to law. The Bond Trustee. The Securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. On Disbursement Date the Securities Depository is the Norwegian Central Securities Depository ( VPS ), P.O. Box 4, 0051 OSLO. The Paying Agent is responsible for keeping the register. Restrictions on the free transferability: Bondholders located in the United States will not be permitted to transfer the Bonds except subject to an effective registration statement under the Securities Act, to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or Page 23 of 74

24 Securities Note ISIN NO the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available). The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. Market-Making: Legislation under which the Securities have been created: Fees and Expenses: No market-maker agreement has been made for this Bond Issue Norwegian law. The Borrower shall pay any stamp duty and other public fees in connection with the Bonds. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. Fees: Prospectus fee (NFSA) Registration Document: NOK 60,000 Prospectus fee (NFSA) Securities Note and Summary: NOK 16,000 Listing fee 2017 (Oslo Børs): NOK 16,860 Registration fee (Oslo Børs): NOK 5,700 Bond managers fee: NOK 20,000,000 Legal fees, Issuer: NOK 883,000 Legal fees, Bond managers : NOK 645,000 Other advisory fees: NOK 433,000 Prospectus: The Registration Document dated 28 September 2017 this Securities Note dated 28 September 2017 and the Summary dated 28 September Page 24 of 74

25 Securities Note ISIN NO Additional Information The involved persons in the Issuer have no interest, nor conflicting interests that are material to the Bond Issue. Advisors: The Issuer has mandated DNB Markets, a division of DNB Bank ASA ( DNB Markets ) and Pareto Securities AS ( Pareto Securities ), as Arrangers for the issuance of the Bonds. The Arrangers have acted as advisors to the Issuer in relation to the pricing of the Bonds. The Arrangers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arrangers corporate finance departments may act as manager or co-manager for this Borrower in private and/or public placement and/or resale not publicly available or commonly known. Statement from the Arrangers: Statement from the Arrangers DNB Markets and Pareto Securities have assisted the Company in preparing the Prospectus. Neither DNB Markets or Pareto Securities have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with bonds issued by ice group Scandinavia Holdings AS or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Prospectus acknowledges that such person has not relied on the Arrangers or on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Page 25 of 74

26 Securities Note ISIN NO Appendix: a) Bond Agreement Page 26 of 74

27 EXECUTION VERSION BOND TERMS FOR AINMT Scandinavia Holdings AS FRN Senior Unsecured Bonds 2017/2022 ISIN NO

28 Contents Clause Page 1. INTERPRETATION THE BONDS THE BONDHOLDERS ADMISSION TO LISTING REGISTRATION OF THE BONDS CONDITIONS FOR DISBURSEMENT REPRESENTATIONS AND W ARRANTIES PAYMENTS IN RESPECT OF THE BONDS INTEREST REDEMPTION AND REPURCHASE OF BO NDS PURCHASE AND TRANSFER OF BONDS INFORMATION UNDERTAKINGS GENERAL AND FINANCIAL UNDERTAKINGS EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS BONDHOLDERS DECISIONS THE BOND TRUSTEE AMENDMENTS AND WAIVERS MISCELLANEOUS GOVERNING LAW AND JURISDICTION SCHEDULE 1 COMPLIANCE CERTIFICATE 2 (48)

29 BOND TERMS ISSUER: BOND TRUSTEE: AINMT Scandinavia Holdings AS, a Norwegian private limited liability company existing under the laws of Norway with registration number ; and Nordic Trustee ASA, a company existing under the laws of Norway with registration number DATED: 4 April 2017 These Bond Terms shall remain in effect for so long as any Bonds remain outstanding. 1. INTERPRETATION 1.1 Definitions The following terms will have the following meanings: Access means Access Industries Inc. and (i) any entity controlled directly or indirectly (more than 50%, voting rights or capital) or any entity or person controlling it directly or indirectly (more than 50%, voting rights or capital). Additional Bonds means Bonds issued under a Tap Issue. Affiliate means, in relation to any specified person: (c) any person which is a Subsidiary of the specified person; any person who has Decisive Influence over the specified person (directly or indirectly); and any person which is a Subsidiary of an entity who has Decisive Influence (directly or indirectly) over the specified person. Annual Financial Statements means the audited unconsolidated and consolidated annual financial statements of the Issuer for any financial year, prepared in accordance with GAAP, such financial statements to include a profit and loss account, balance sheet, cash flow statement and report of the board of directors. Attachment means each of the attachments to these Bond Terms. Bond Terms means these terms and conditions, including all Attachments hereto which shall form an integrated part of the Bond Terms, in each case as amended and/or supplemented from time to time. 3 (48)

30 Bond Trustee means the company designated as such in the preamble to these Bond Terms, or any successor, acting for and on behalf of the Bondholders in accordance with these Bond Terms. Bond Trustee Agreement means the agreement entered into between the Issuer and the Bond Trustee relating among other things to the fees to be paid by the Issuer to the Bond Trustee for its obligations relating to the Bonds. Bondholder means a person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to Clause 3.3 (Bondholders rights). Bondholders Meeting means a meeting of Bondholders as set out in Clause 14 (Events of Default and acceleration o f the Bonds). Bonds means the debt instruments issued by the Issuer pursuant to these Bond Terms, including any Additional Bonds. Business Day means a day on which both the relevant CSD settlement system is open, and the relevant Bond currency settlement system is open. Business Day Convention means that if the last day of any Interest Period originally falls on a day that is not a Business Day, the Interest Period will be extended to include the first following Business Day unless that day falls in the next calendar month, in which case the Interest Period will be shortened to the first preceding Business Day (Modified Following). Call Option has the meaning given to it in Clause 10.2 (Voluntary Redemption - Call Option). Call Option Repayment Date means the settlement date for the Call Option determined by the Issuer pursuant to Clause 10.2 (Voluntary early redemption - Call Option), or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds. CSD means the central securities depository in which the Bonds are registered, being VPS ASA. Change of Control Event means if any person or group of persons acting in concert, other than either an entity under common control (directly or indirectly) with AI Media Holdings (NMT) LLC, a Delaware company with reg. number , Access or Rasmussengruppen, gains Decisive Influence over the Issuer. Compliance Certificate means a statement substantially in the form as set out in Attachment 1 hereto. Danish Subsidiary means Ice Danmark ApS, a Danish company with reg. number Decisive Influence means a person having, as a result of an agreement, understanding and/or other arrangement and/or through the direct and/or indirect ownership of shares and/or other ownership interests in another person: 4 (48)

31 a majority of the voting rights in that other person; or a right to elect or remove a majority of the members of the board of directors of that other person. Default Notice means a written notice to the Issuer as described in Clause 14.2 (Acceleration o f the Bonds). Default Repayment Date means the settlement date set out by the Bond Trustee in a Default Notice requesting early redemption of the Bonds. EBITDA means, for periods of 12 months, the consolidated operating profit of the Group before taxation (excluding the results from discontinuing operations): (c) (d) (e) (f) (g) (h) (i) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments, whether paid, payable or capitalized by any member of the Group (calculated on a consolidated basis) in respect of that relevant period; not including any accrued interest owing to any member of the Group; after adding back any amount attributable to the amortisation, depreciation or impairment of assets of members of the Group; before taking into account any exceptional items limited to an amount of NOK 10,000,000 in any financial year; after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests; after deducting the amount of any profit of any non-group entity to the extent that the amount of the profit included in the financial statements of the Group exceeds the amount actually received in cash by members of the Group through the distributions by the non-group entity; taking no account of any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); before taking into account any gain or loss arising from an upward or downward revaluation of any other asset; and excluding the charge to profit represented by the expensing of stock options, in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation. EBITDA pre SAC means EBITDA excluding SAC items in accordance with GAAP on a consolidated basis for the acquired company. SAC means Subscriber Acquisition Costs and are costs incurred attributable to obtaining and/or retaining service contracts with subscribers, 5 (48)

32 Marketing & PR, device revenue and cost of goods sold, commissions, start-up costs and reseller discounts and subsidies. EV or Enterprise Value means the book value of the consolidated assets of the Group at any time, adjusted for the book value of all existing Licenses to be grossed up by a factor of 2.0x (unless independent market assessment leads to an appreciation of the book value, and whereas any new Licenses shall not be subject to such gross up) and by adding a market value of the Group's subscribers in Norway at such time, multiplied by NOK 3,000. Event of Default means any of the events or circumstances specified in Clause 14.1 (Events o f Default). Existing SEK Bond means the Issuer's outstanding SEK 1,500 million senior secured bonds with ISIN NO Exchange means Oslo Børs. Finance Documents means these Bond Terms, the Bond Trustee Agreement and any other document designated by the Issuer and the Bond Trustee as a Finance Document. Financial Indebtedness means any indebtedness for or in respect of: (c) (d) (e) (f) (g) moneys borrowed and debt balances at banks or other financial institutions; any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, including the Bonds; the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease (meaning that the lease is capitalized as an asset and booked as a corresponding liability in the balance sheet); receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under GAAP are met); any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account); any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition; 6 (48)

33 (h) (i) (j) (k) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under GAAP; any amount of any liability under an advance or deferred purchase agreement, if the primary reason behind entering into the agreement is to raise finance or the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply; any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under GAAP; and without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs to (j) above. Financial Reports means the Annual Financial Statements and the Interim Accounts. Financial Support means any loans, guarantees, Security or other financial assistance (whether actual or contingent). First Call Date means the Interest Payment Date in April GAAP means the generally accepted accounting practices and principles in the country in which the relevant company is incorporated including, if applicable, the International Financial Reporting Standards (IFRS) and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time (and for the purpose of determining the Financial Covenants interpreted as made as of the Issue Date). Government Bond Rate means the interest rate of debt securities instruments issued by the government of the Relevant Jurisdiction on the day falling 2 Business Days before the notification to the Bondholders of the Make Whole Amount pursuant to Clause 10.2(d). Group means the Issuer with all its Subsidiaries from time to time. Group Company means any person which is a member of the Group. Incurrence Test means if on the date of incurrence of such Financial Indebtedness, after giving pro forma effect to the incurrence of such Financial Indebtedness (including pro forma application of the proceeds thereof), the Loan to Value does not exceed 45 per cent. Initial Bond Issue means the aggregate Nominal Amount of all Bonds issued on the Issue Date. Initial Issue Amount shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN o f the Bonds). Initial Nominal Amount means the nominal amount of each Bond as set out in Clause 2.1 (Amount, denomination and ISIN o f the Bonds). 7 (48)

34 Insolvent means that a person: (c) is unable or admits inability to pay its debts as they fall due; suspends making payments on any of its debts generally; or is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its center of main interest as such term is understood pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings (as amended). Interest Payment Date means the last day of each Interest Period, the first Interest Payment Date being 7 July 2017 and the last Interest Payment Date being the Maturity Date. Interest Period means, subject to adjustment in accordance with the Business Day Convention, the period between 7 July, 7 October, 7 January and 7 April each year, provided however that an Interest Period shall not extend beyond the Maturity Date. Interest Rate means the percentage rate per annum which is the aggregate of the Reference Rate for the relevant Interest Period plus the Margin. Interest Quotation Day means, in relation to any period for which Interest Rate is to be determined, the day falling 2 Business Days before the first day of the relevant Interest Period. Interim Accounts means the unaudited unconsolidated and consolidated quarterly financial statements of the Issuer for the quarterly period ending on each 31 March, 30 June, 30 September and 31 December in each year, prepared in accordance with GAAP. ISIN means International Securities Identification Number - the identification number of the Bonds. Issue Date means 7 April Issuer means the company designated as such in the preamble to these Bond Terms. Issuer s Bonds means any Bonds which are owned by the Issuer or any Affiliate of the Issuer. Licenses mean the following licenses as further described in the Investor Presentation: the licenses to operate in the 410 MHz and 450 MHz frequency bands assigned by the Norwegian Post and Telecommunications Authority to Nordisk Mobiltelefon Norge AS (reg. number ) in December 2004 and furthermore assigned to Nordisk Mobiltelefon Norge AS (reg. number , subsequently renamed Ice Norge AS) in April 2009 (the Norwegian Low Frequency Licenses ); the licenses to operate in the 800 MHz, 900 MHz and 1,800 MHz frequency bands assigned by the Norwegian Post and Telecommunications Authority to Ice 8 (48)

35 Communication Norge AS (reg. number ) in December 2013 (the Norwegian High Frequency Licenses ); (c) (d) the license to operate in the 450 MHz frequency band assigned by the Swedish Post and Telecom Authority to Nordisk Mobiltelefon AS (reg. number ) in December 2005 and furthermore assigned to Nordisk Mobiltelefon Sverige AB (reg. number ) in August 2007 and assigned to Netett Sverige AB in March 2009 (the Swedish Licenses ); and the two licenses to operate in the 450 MHz frequency band a) the first being assigned by the Danish Ministry of Science, Technology and Higher Education to Nordisk Mobiltelefon Denmark A/S (CVR. No , subsequently renamed Ice Denmark ApS) in January 2007, and b) the second licence being acquired from Nordisk Mobiltelefon International AB in January 2014 (together the Danish Licenses ). Listing Failure Event means: that the Bonds have not been admitted to listing on an Exchange within (6) months following the Issue Date, or in the case of a successful admission to listing, that a period of (6) months has elapsed since the Bonds ceased to be admitted to listing on an Exchange. Liquidity means at any time cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and certificates of deposits of marketable debt securities held for cash management purposes with a maturity of 12 months or less after the relevant date of calculation, issued by a bank, provided in respect of subsection above, and for so long as: (c) (d) that cash is repayable on demand; repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition; there is no security over that cash other than any Permitted Security constituted by netting or set-off arrangement entered into by any members of the Group in the ordinary course of their banking arrangements; and the cash is freely and immediately available to be applied in repayment or prepayment of Financial Indebtedness. Loan to Value means the ratio of NIBD to EV. Make Whole Amount means an amount equal to the sum of: the present value on the Call Option Repayment Date of per cent. of the Nominal Amount of the redeemed Bonds as if such payment originally had taken place on the First Call Date; and 9 (48)

36 the present value on the Call Option Repayment Date of the remaining interest payments of the redeemed Bonds, less any accrued and unpaid interest on the redeemed Bonds as at the Call Option Repayment Date, to the First Call Date, where the present value shall be calculated by using a discount rate of 50 basis points above the comparable Government Bond Rate (i.e. comparable to the remaining Macaulay duration of the Bonds from the Call Option Repayment Date until the First Call Date using linear interpolation), and where the interest rate applied for the remaining interest payments shall equal the Mid-Swap Rate plus the Margin (however so that the interest rate can never fall below the Margin). Managers means each of, or collectively as the case may be, DNB Markets, a part of DNB Bank ASA and Pareto Securities AS, who jointly act as managers for the Bond Issue. Margin means 5.25 per cent. per annum. Material Adverse Effect means a material adverse effect on: the ability of the Issuer and any Group Company to perform and comply with its obligations under any of the Finance Documents; or the validity or enforceability of any of the Finance Documents. Material Asset Sale Event means, except if it constitutes a Total Loss Event: any of the Norwegian Low Frequency Licenses and Norwegian High Frequency Licenses are sold or disposed of; or the Issuer ceases to be the owner (directly or indirectly) of the Subsidiaries owned by the Issuer at the time of the Bond Issue (however excluding the Swedish Subsidiary and the Danish Subsidiary for the purposes of determining a Material Asset Sale Event). Maturity Date means 7 April 2022, adjusted according to the Business Day Convention. Maximum Issue Amount shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN o f the Bonds). Mid-Swap Rate means the linearly interpolated Reference Rate in the currency of the Bonds for the actual period on the day falling 2 Business Days before the notification to the Bondholders of the Make Whole Amount pursuant to Clause 10.2(d), or, if such is not quoted, the mid-swap rate for the leading banks in the relevant interbank market, based on the last quoted Reference Rate or mid-swap rate in the currency of the Bonds for the actual period. NIBD means, on a consolidated basis for the Group, the aggregate consolidated interest bearing debt (excluding any Subordinated Loans) less Liquidity. 10 (48)

37 Nominal Amount means the Initial Nominal Amount less the aggregate amount by which each Bond has been partially redeemed pursuant to Clause 10 (Redemption and repurchase of Bonds). Outstanding Bonds means any Bonds issued in accordance with these Bond Terms to the extent not redeemed or otherwise discharged. Overdue Amount means any amount required to be paid by the Issuer under any of the Finance Documents but not made available to the Bondholders on the relevant Payment Date or otherwise not paid on its applicable due date. Paying Agent means the legal entity appointed by the Issuer to act as its paying agent with respect to the Bonds in the CSD. Payment Date means any Interest Payment Date or any Repayment Date. Permitted Acquisition means an acquisition by a member of the Group of (i) all or the majority of the issued share capital of a limited liability company or (ii) a business or undertaking carried on as a going concern, but only if: (c) (d) (e) no Event of Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition; the acquired company, business or undertaking is incorporated or established, and carries on its principal business based in EEA and is engaged in a business substantially the same as that carried on by the Group; at least 30% of the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition is financed with equity; the Group (following completion of a Permitted Acquisition) has not incurred secured Financial Indebtedness in aggregate in excess of 33.33% of the total EV of the Group (always calculated by including (or adding as the case may be) the total Enterprise Value for any acquired entity on a pro forma basis), but in no event to exceed NOK 2,400,000,000 in aggregate of the total incurred secured Financial Indebtedness of the Group; and the ratio of the Financial Indebtedness incurred to finance the acquisition to EBITDA pre SAC of the acquired company, business or undertaking determined on a pro forma basis for the last twelve month ending on the last day of the month falling immediately prior to the date of the Group s entry into a legally binding contract to make the relevant acquisition does not exceed 4.0. Permitted Financial Indebtedness means: any Financial Indebtedness arising under the Finance Documents; 11 (48)

38 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) up until the redemption date following application of the relevant call option, the outstanding amounts under the Existing SEK Bond (all of which shall be repaid and paid in full on the relevant settlement date thereof (and up and until such date, the proceeds may be deposited on a defeasance pledge and blocked account); Financial Indebtedness arising under any Subordinated Loans; Financial Indebtedness incurred under the Secured Facilities; Financial Indebtedness arising under any handset financing arrangement made by the Issuer and a lender, limited to an aggregate principal amount not exceeding NOK 100,000,000; arising as a result of any asset leased under finance lease arrangements made by a member of the Group limited to an aggregate amount not exceeding NOK 20,000,000 for the Group at any time; Financial Indebtedness arising under any hedging transaction for non-speculative purposes in the ordinary course of business of the relevant member of the Group; Financial Indebtedness owed by a member of the Group to another member of the Group; Financial Indebtedness arising out of any Permitted Financial Support or Permitted Security; Financial Indebtedness incurred under any pension or tax liabilities in the ordinary course of business; Financial Indebtedness incurred under any Tap Issue or any other unsecured Financial Indebtedness (which matures after this Bond Issue and is issued at the Issuer level) both subject to compliance with the Incurrence Test; of any person acquired by a member of the Group after the Issue Date, where the Financial Indebtedness is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of that acquisition; any other Financial Indebtedness not permitted by the preceding paragraphs and the aggregate outstanding principal amount of which does not exceed an aggregate amount of NOK 50,000,000 (or the equivalent in other currencies) at any time; and any refinancing, amendments or replacement of any of the above from time to time, however always subject to the Financial Covenants set out in Clause (Financial covenants). Permitted Financial Support means: 12 (48)

39 (c) (d) (e) any Financial Support made in relation to Permitted Financial Indebtedness or Permitted Security; any loans made by a member of the Group to another member of the Group; any Financial Support made, granted or given by a member of the Group to any third party in the ordinary course of business (including, without limitation, cash deposit or guarantees in support of rental agreements for premises) limited to an aggregate not exceeding NOK 100,000,000; any Financial Support made in connection with the bidding for any new telecom licenses within the EEA either (i) through letters of credit issued under the Secured Facilities, (ii) in an amount not exceeding an amount equaling the committed but unused amounts under the Secured Facilities, or (iii) financed through equity or Subordinated Loans; and any Financial Support not falling within any of the preceding sub-paragraphs, the aggregate outstanding principal amount of which across the Group does not at any time exceed NOK 25,000,000. Permitted Security means: (c) (d) (e) (f) (g) any security, including cash collateral to secure the Secured Facilities; up until the redemption date following application of the relevant call option, any security under the Existing SEK Bond (all of which shall be discharged upon the Issuer's deposit of an amount sufficient to redeem such bonds in full on the defeasance pledge and blocked account); any security arising by operation of law and in the ordinary course of trading, provided that if such security has arisen as a result of any default or omission by any member of the Group it shall not subsist for a period of more than 30 calendar days; any cash pooling, netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies; any security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of business and not arising as a result of a default or omission by any Group Company that is continuing for a period of more than 30 calendar days; any right of set-off arising under contracts entered into by Group Companies in the ordinary course of their day-to-day business; any security arising over any bank accounts or custody accounts or other clearing banking facilities held with any bank or financial institution under the standard terms and conditions of such bank or financial institution; 13 (48)

40 (h) (i) payments into court or any security arising under any court order or injunction or as security for costs arising in connection with any litigation or court proceedings being contested by any Group Company in good faith (which do not otherwise constitute or give rise to an Event of Default); any security over or affecting any asset acquired by a member of the Group after the Issue Date if: (i) (ii) (iii) the security was not created in contemplation of the acquisition of that asset by a member of the Group; the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and the security is removed or discharged within 3 months of the date of acquisition of such asset; (j) any security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the security is created prior to the date on which that company becomes a member of the Group, if: (i) (ii) (iii) the security was not created in contemplation of the acquisition of that company; the principal amount secured has not increased in contemplation of or since the acquisition of that company; and the security is removed or discharged within 3 months of that company becoming a member of the Group; (k) (l) any security provided under the SCASA Agreement; and any other security (other than mentioned in subsection to (k) above) securing indebtedness the principal amount of which does not at any time exceed, in the aggregate, NOK 50,000,000. Put Option shall have the meaning ascribed to such term in Clause 10.3 (Mandatory repurchase due to a Put Option Event). Put Option Event means a Change of Control Event or a Material Asset Sale Event. Put Option Repayment Date means the settlement date for the Put Option Event pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event). Rasmussengruppen means Einar Rasmussen and any member of his immediate family (the "Family ) (i) any trust created for the benefit of any member of the Family, and (ii) any entity controlled directly or indirectly (more than 50%, voting rights or capital) by any member of the Family. Reference Rate shall mean NIBOR; (Norwegian Interbank Offered Rate) being the interest rate fixed for a period comparable to the relevant Interest Period on Oslo Børs 14 (48)

41 webpage at approximately (Oslo time) on the Interest Quotation Day or, on days on which Oslo Børs has shorter opening hours (New Year s Eve and the Wednesday before Maundy Thursday), the data published at approximately a.m. (Oslo time) on the Interest Quotation Day shall be used. In the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the relevant interest rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate shall be used. If this is not possible, the Bond Trustee shall calculate the relevant interest rate based on comparable quotes from major banks in Oslo. If any such rate is below zero, NIBOR will be deemed to be zero. Relevant Jurisdiction means the country in which the Bonds are issued, being Norway. Relevant Record Date means the date on which a Bondholder s ownership of Bonds shall be recorded in the CSD as follows: (c) in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; for the purpose of casting a vote in a Bondholders Meeting, the date falling on the immediate preceding Business Day to the date of that Bondholders' Meeting being held, or another date as accepted by the Bond Trustee; and for the purpose of casting a vote in a Written Resolution: (i) (ii) the date falling 3 Business Days after the Summons have been published; or, if the requisite majority in the opinion of the Bond Trustee has been reached prior to the date set out in paragraph (i) above, on the date falling on the immediate Business Day prior to the date on which the Bond Trustee declares that the Written Resolution has been passed with the requisite majority. Repayment Date means any date for payment of instalments in accordance with Clause 10.1 (Redemption o f Bonds) any Call Option Repayment Date, the Default Repayment Date, the Put Option Repayment Date, the Tax Event Repayment Date, the Total Loss Repayment Date or the Maturity Date. SCASA Agreement means the secured creditors asset sale agreement dated 19 February 2009 and made between ABN AMRO Bank N.V. as security agent and agent, ICE Norge AS and AINMT Holdings AB. Secured Facilities means one or more secured facilities with an aggregate maximum commitment and outstanding amount at any time not to exceed the sum of NOK or the equivalent thereof in any other currency; and up to NOK (or its equivalent in other currencies) incurred for the sole purpose of financing a Permitted Acquisition. Securities Trading Act means the Securities Trading Act of 2007 no.75 of the Relevant Jurisdiction. 15(48)

42 Security means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Shareholder Loan means any shareholder loan granted or to be granted to the Issuer by its shareholder(s), with terms (including aggregate amount) and final structure acceptable to the Bond Trustee (acting in their sole discretion), inter alia to ensure that (i) such loan is fully subordinated to the Bonds, and (ii) any repayment of, or payment of interest under, any such loan is subject to all present and future obligations and liabilities under the Bond Issue having been discharged in full. Subordinated Loan means any Shareholder Loan and any loan granted or to be granted, with terms (including aggregate amount) and final structure acceptable to the Bond Trustee (acting in its sole discretion), inter alia to ensure that (i) such loan is fully subordinated to the Bonds, and (ii) any repayment of, or payment of interest under, any such loan is subject to all present and future obligations and liabilities under the Bond Issue having been discharged in full. Subsidiary means a company over which another company has Decisive Influence, including (as of the Issue Date) the Swedish Subsidiary, the Danish Subsidiary, Ice Communication Norge AS, a Norwegian company with reg. number and Ice Norge AS, a Norwegian company with reg. number Summons means the call for a Bondholders Meeting or a Written Resolution as the case may be. Swedish Subsidiary means Netett Sverige AB, a Swedish company with reg. number Tap Issue shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN o f the Bonds). Tap Issue Addendum shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN o f the Bonds). Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event). Total Loss Event means If the Norwegian High Frequency Licenses are revoked or cancelled. Total Loss Repayment Date means the settlement date for the Total Loss Event pursuant to Clause 10.5 (Mandatory redemption upon a Total Loss Event). Voting Bonds means the Outstanding Bonds less the Issuer s Bonds and a Voting Bond shall mean any single one of those Bonds. Written Resolution means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 15.5 (Written Resolutions). 16 (48)

43 1.2 Construction In these Bond Terms, unless the context otherwise requires: (c) (d) (e) (f) (g) (h) (i) (j) (k) headings are for ease of reference only; words denoting the singular number will include the plural and vice versa; references to Clauses are references to the Clauses of these Bond Terms; references to a time are references to Central European time unless otherwise stated; references to a provision of law is a reference to that provision as amended or reenacted, and to any regulations made by the appropriate authority pursuant to such law; references to a regulation includes any regulation, rule, official directive, request or guideline by any official body; references to a person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organization, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality; references to Bonds being redeemed means that such Bonds are cancelled and discharged in the CSD in a corresponding amount, and that any amounts so redeemed may not be subsequently re-issued under these Bond Terms; references to Bonds being purchased or repurchased by the Issuer means that such Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer s purchase o f Bonds). references to persons acting in concert shall be interpreted pursuant to the relevant provisions of the Securities Trading Act; and an Event of Default is continuing if it has not been remedied or waived. 2. THE BONDS 2.1 Amount, denomination and ISIN of the Bonds The Issuer has resolved to issue a series of Bonds in the maximum amount of NOK (the Maximum Issue Amount ). The Bonds may be issued on different issue dates and the Initial Bond Issue will be in the amount of NOK (the Initial Issue Amount ). The Issuer may, provided that the conditions set out in Clause 6.3 (Tap Issues) are met, at one or more occasions issue Additional Bonds (each a Tap Issue ) until the Nominal Amount of all Additional Bonds equals in aggregate the Maximum Issue Amount less the Initial Bond Issue. Each Tap Issue will be subject to identical terms as the Bonds issued pursuant to the Initial Bond Issue in all respects as set out in these Bond Terms, except that Additional Bonds may be issued at a different price than for the Initial Bond Issue and which may be below or above the Nominal Amount. The Bond Trustee shall prepare an addendum 17 (48)

44 to these Bond Terms evidencing the terms of each Tap Issue (a Tap Issue Addendum ). The Bonds are denominated in Norwegian Kroner (NOK), being the legal currency of Norway. (c) The Initial Nominal Amount of each Bond is NOK 500,000. (d) The ISIN of the Bonds is NO All Bonds issued under the same ISIN will have identical terms and conditions as set out in these Bond Terms. 2.2 Tenor of the Bonds The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date. 2.3 Use of proceeds The net proceeds of the Initial Issue Amount shall be applied: to partly refinance the Existing SEK Bond (including call premiums and accrued interests); and for general corporate purposes of the Group. 2.4 Status of the Bonds The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application). 2.5 Transaction Security The Bonds are unsecured. 3. THE BONDHOLDERS 3.1 Bond Terms binding on all Bondholders Upon registration of the Bonds in the CSD, the Bondholders shall be bound by the terms and conditions of these Bond Terms and any other Finance Document without any further action or formality being required to be taken or satisfied. The Bond Trustee is always acting with binding effect on behalf of all the Bondholders. 3.2 Limitation of rights of action No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures, or take other action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from 18 (48)

45 exercising any of their individual rights derived from these Bond Terms, including the right to exercise the Put Option. Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request. 3.3 Bondholders rights If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee. A Bondholder (whether registered as such or proven to the Bond Trustee s satisfaction to be the beneficial owner of the Bond as set out in paragraph above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 (Bondholders rights) and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary. 4. ADMISSION TO LISTING The Issuer shall procure that the Bonds are listed on an Exchange within six months of the Issue Date and remain listed on an Exchange until the Bonds have been redeemed in full. 5. REGISTRATION OF THE BONDS 5.1 Registration in the CSD The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD. 5.2 Obligation to ensure correct registration The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation. 5.3 Country of issuance The Bonds have not been issued under any other country s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction. 19 (48)

46 6. CONDITIONS FOR DISBURSEMENT 6.1 Conditions precedent for disbursement to the Issuer Disbursement of the net proceeds from the Bond Issue (net of legal costs of the Managers and any other costs and expenses incurred in connection with the Bond Issue) to the Issuer is subject to the receipt or waiver by the Bond Trustee (no later than 2 Business Days prior to the Issue Date) of the following documents (in form and content satisfactory to the Bond Trustee): (i) (ii) (iii) (iv) (v) (vi) the Bond Terms duly executed by all parties thereto; copies of all corporate resolutions of the Issuer required for the Issuer to issue the Bonds and execute Finance Documents to which it is a party; certified copies of the Issuer's articles of association and of a full extract from the relevant company register in respect of the Issuer evidencing that the Issuer is validly existing; copies of the Issuer s latest Financial Reports; confirmation that the applicable prospectus requirements (ref the EU prospectus directive (2003/71 EC)) concerning the issuance of the Bonds have been fulfilled; confirmation that the Bonds are registered in the CSD; (vii) the Bond Trustee Agreement duly signed by all parties thereto; (viii) copies of any written documentation used in marketing the Bonds or made public by the Issuer or any Manager in connection with the issuance of the Bonds; (ix) (x) (xi) duly executed call notice for early redemption of the Existing SEK Bond; any other Finance Documents duly signed by all parties thereto; and any legal opinions as may be required by the Bond Trustee. The Bond Trustee, acting in its reasonable discretion, may waive the deadline or the requirements for documentation set out in this Clause 6.1 (Conditions precedent for disbursement to the Issuer), or decide in its discretion that delivery of certain documents as set out in this Clause 6.1 (Conditions precedent for disbursement to the Issuer) shall be made subject to an agreed closing procedure between the Bond Trustee and the Issuer. 6.2 Distribution Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond Trustee s confirmation to the Paying Agent that the conditions in Clause 6.1 (Conditions precedent for disbursement to the Issuer) have been either satisfied in the Bond Trustee s discretion or waived by the Bond Trustee pursuant to paragraph 6.1 above. 20 (48)

47 6.3 Tap Issues The Issuer may issue Additional Bonds if: (c) the Bond Trustee has executed a Tap Issue Addendum; the representations and warranties contained in Clause 7 (Representations and Warranties) of these Bond Terms are true and correct in all material respects and repeated by the Issuer as at the date of issuance of such Additional Bonds; and the Issuer meets the Incurrence Test tested pro forma including the new Financial Indebtedness incurred as a result of issuing such Additional Bonds. 7. REPRESENTATIONS AND WARRANTIES The Issuer makes the representations and warranties set out in this Clause 7 (Representations and warranties), in respect of itself and in respect of each Group Company to the Bond Trustee (on behalf of the Bondholders) at the following times and with reference to the facts and circumstances then existing: (c) on the date of these Bond Terms; at the Issue Date; and at the date of issuance of any Additional Bonds. 7.1 Status It is a limited liability company, duly incorporated and validly existing and registered under the laws of its jurisdiction of incorporation, and has the power to own its assets and carry on its business as it is being conducted 7.2 Power and authority It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents. 7.3 Valid, binding and enforceable obligations These Bond Terms and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, and (save as provided for therein) no further registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against it. 7.4 Non-conflict with other obligations The entry into and performance by it of this Bond Terms and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with: any law or regulation or judicial or official order; 21 (48)

48 (c) its constitutional documents; or any agreement or instrument which is binding upon it or any of its assets. 7.5 Authorization and consents All authorisations, consents, approvals, resolutions, licenses, exemptions, filings, notarizations or registrations required: to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and to carry on its business as presently conducted and as contemplated by these Bond Terms, have been obtained or effected and are in full force and effect. 7.6 Litigation No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries. 7.7 Financial Reports Its most recent Annual Financial Statements and Interim Accounts fairly and accurately represent the assets and liabilities and financial condition as at their respective dates, and have been prepared in accordance with GAAP, consistently applied. 7.8 No Material Adverse Effect Since the date of its most recent Annual Financial Statements, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect. 7.9 No misleading information Any factual information provided by it to the subscribers or the Bond Trustee for the purposes of this Bond Issue was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated No withholdings The Issuer is not required to make any deduction or withholding from any payment which it may become obliged to make to the Bond Trustee or the Bondholders under these Bond Terms Pari passu ranking Its payment obligations under these Bond Terms or any other Finance Document to which it is a party rank at least pari passu as set out in Clause 2.4 (Status o f the Bonds). 22 (48)

49 7.12 Information All information which has been presented to the Bond Trustee or the Bondholders in relation to the Bonds is, to the best knowledge of the Issuer, having taken all reasonable measures to ensure the same: true and accurate in all material respects as at the date the relevant information is expressed to be given; and does not omit any material information likely to affect the accuracy of the information as regards the evaluation of the Bonds in any material respects unless subsequently disclosed to the Bond Trustee in writing or otherwise made publicly known No Event of Default No Event of Default exists or is likely to result from the issuance of the Bonds or the entry into, the performance of, or any transaction contemplated by, these Bond Terms or the other Finance Documents. No other event or circumstance is outstanding which constitutes (or with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or is likely to have a Material Adverse Effect. 8. PAYMENTS IN RESPECT OF THE BONDS 8.1 Covenant to pay The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms. (c) (d) All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD at the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD. Payment constituting good discharge of the Issuer s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question. If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement 23 (48)

50 8.2 Default interest system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open, unless any provision to the contrary have been set out for such payment in the relevant Finance Document. Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus an additional three (3) per cent. per annum. (c) Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 (Default interest) will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full. Upon the occurrence of a Listing Failure Event, any principal amount outstanding under these Bonds Terms shall be considered an Overdue Amount in accordance with paragraph above for as long as such Listing Failure Event is continuing. 8.3 Partial payments If the Paying Agent or the Bond Trustee receives a payment that is insufficient to discharge all amounts then due and payable under the Finance Documents (a Partial Payment ), such Partial Payment shall, in respect of the Issuer s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority: (i) (ii) (iii) firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee (and any Security Agent); secondly, towards accrued interest due but unpaid; and thirdly, towards any principal amount due but unpaid. (c) Notwithstanding paragraph above, any Partial Payment which is distributed to the Bondholders shall, subject to paragraph (c) below, be applied pro rata pursuant to the procedures of the CSD towards payment of any accrued interest due but unpaid and of any principal amount due but unpaid. A Bondholders' Meeting can only resolve that any overdue payment of any instalment will be reduced if there is a pro rata reduction of the principal that has not fallen due, however, the meeting may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal. 8.4 Taxation The Issuer is responsible for withholding any withholding tax imposed by applicable law on any payments to be made by it in relation to the Finance Documents. The Issuer shall, if any tax is withheld in respect of the Bonds under the Finance Documents: 24 (48)

51 (i) (ii) gross up the amount of the payment due from the it up to such amount which is necessary to ensure that the Bondholders or the Bond Trustee, as the case may be, receive a net amount which is (after making the required withholding) equal to the payment which would have been received if no withholding had been required; and at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made. (c) Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees. 8.5 Currency All amounts payable under the Finance Documents shall be payable in the denomination of the Bonds set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds). If, however, the denomination differs from the currency of the bank account connected to the Bondholder s account in the CSD, any cash settlement may be exchanged and credited to this bank account. Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder's account in the CSD must be provided by the relevant Bondholder to the Paying Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder s bank and the Paying Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay. 8.6 Set-off and counterclaims The Issuer may not apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document. 9. INTEREST 9.1 Calculation of interest Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period. (c) Interest will accrue on the Nominal Amount of any Additional Bond for each Interest Period starting with the Interest Period commencing on the Interest Payment Date immediately prior to the issuance of the Additional Bonds (or, if the date of the issuance is not an Interest Payment Date and there is no Interest Payment Date prior to such date of issuance, starting with the Interest Period commencing on the Issue Date). Interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/3 60-days 2 5 (48)

52 basis). The Interest Rate will be reset at each Interest Quotation Day by the Bond Trustee, who will notify the Issuer and the Paying Agent and, if the Bonds are listed, the Exchange, of the new Interest Rate and the actual number of calendar days for the next Interest Period. (d) Any interpolation of the interest rate will be quoted with the number of decimals corresponding to the quoted number of decimals of the Reference Rate. 9.2 Payment of Interest Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest Period and, with respect to accrued interest on the principal amount then due and payable, on each Repayment Date. 10. REDEMPTION AND REPURCHASE OF BONDS 10.1 Redemption of Bonds The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount Voluntary early redemption - Call Option The Issuer may redeem all but not only some of the Outstanding Bonds (the Call Option ) on any Business Day from and including: (i) the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount; (ii) the First Call Date to, but not including, the Interest Payment Date in April 2020 at a price equal to per cent. of the Nominal Amount for each redeemed Bond; (iii) (iv) the Interest Payment Date in April 2020 to, but not including, the Interest Payment Date in April 2021 at a price equal to per cent. of the Nominal Amount for each redeemed Bond; and the Interest Payment Date in April 2021 to, but not including, the Maturity Date at a price equal to per cent. of the Nominal Amount for each redeemed Bond. (c) (d) In addition to such amounts payable under Clause 10.2 above, the Issuer shall pay accrued and unpaid interest on redeemed Bonds. Any redemption of Bonds pursuant to Clause 10.2 above shall be determined based upon the redemption prices applicable on the Call Option Repayment Date. The Call Option may be exercised by the Issuer by written notice to the Bond Trustee and the Bondholders at least ten 10, but not more than 20, Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall 26 (48)

53 publish the Make Whole Amount to the Bondholders as soon as possible and at the latest within three 3 Business Days from the date of the notice Mandatory repurchase due to a Put Option Event Upon the occurrence of a Put Option Event, each Bondholder will have the right (the Put Option ) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at: (i) (ii) a price equal to 101 per cent. of the Nominal Amount following the notice of a Change of Control Event; and a price equal to the prevailing Call Option price following the notice of a Material Asset Sale Event. (c) (d) The Put Option must be exercised within 30 calendar days after the Issuer has given notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event). Once notified, the Bondholders right to exercise the Put Option will not fall away due to subsequent events related to the Issuer. Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the fifth Business Day after the end of the 30 calendar days exercise period referred to in paragraph above. If Bonds representing more than 90 per cent. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option Event), the Issuer is entitled to repurchase all the remaining Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount by notifying the remaining Bondholders of its intention to do so no later than 20 calendar days after the Put Option Repayment Date. Such prepayment may occur at the earliest on the 15th calendar day following the date of such notice Early redemption option due to a tax event If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in applicable law implemented after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 60 days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due. 27 (48)

54 10.5 Mandatory redemption upon a Total Loss Event Upon a Total Loss Event, the Issuer shall promptly, but in any event no later than 90 days following the Total Loss Event, redeem 100% of the outstanding Bonds at 100% of par value (plus accrued interest on the redeemed amount). 11. PURCHASE AND TRANSFER OF BONDS 11.1 Issuer s purchase of Bonds The Issuer may purchase and hold Bonds and such Bonds may be retained, sold or cancelled in the Issuer's sole discretion, (including with respect to Bonds purchased pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event) Restrictions Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible to ensure compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense. A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to these Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder. 12. INFORMATION UNDERTAKINGS 12.1 Financial Reports The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 120 days after the end of the financial year. The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 60 days after the end of the relevant interim period Requirements as to Financial Reports The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 12.1 (Financial Reports), however only once for each relevant reporting period, a Compliance Certificate with a copy of the Financial Report attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying inter alia that the Financial Statements are fairly representing its financial condition as at the date of those financial statements and setting out (in reasonable detail) computations evidencing compliance with Clause (Financial covenants) and the Incurrence Test as at such date. 28 (48)

55 The Issuer shall procure that the Financial Reports delivered pursuant to Clause 12.1 (Financial Reports) are prepared using GAAP consistently applied Put Option Event The Issuer shall inform the Bond Trustee in writing as soon as possible after becoming aware that a Put Option Event has occurred Information: Miscellaneous The Issuer shall: (c) (d) (e) (f) (g) promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it); at the request of the Bond Trustee, report the balance of the Issuer s Bonds (to the best of its knowledge, having made due and appropriate enquiries); send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer s share capital or equity; if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange; if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating of the Bonds, and any changes to such rating; inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and within a reasonable time, provide such information about the Issuer s and the Group s business, assets and financial condition as the Bond Trustee may reasonably request. 13. GENERAL AND FINANCIAL UNDERTAKINGS The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13 (General and financial undertakings) Authorisations The Issuer shall, and shall procure that each other Group Company will, in all material respects obtain, maintain and comply with the terms of any authorisation, approval, license and consent required for the conduct of its business as carried out at the date of these Bond Terms if a failure to do so would have Material Adverse Effect Compliance with laws The Issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time. 29 (48)

56 13.3 Continuation of business The Issuer shall procure that no material change is made to the general nature of the business from that carried on by the Group at the Issue Date Mergers and de-mergers The Issuer shall not, and shall procure that no other Group Company will, carry out: (i) (ii) any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer or any Group Company with any other person other than with a Group Company; or any demerger or other corporate reorganisation having the same or equivalent effect as a demerger involving the Issuer and any Group Company; if such merger, demerger, combination or reorganisation would have a Material Adverse Effect Financial Indebtedness Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, incur or allow to remain outstanding any Financial Indebtedness. Paragraph above shall not prohibit any Group Company to incur, maintain or prolong any Permitted Financial Indebtedness Negative pledge Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its/their assets (whether present or future). Paragraph above does not apply to any Permitted Security Financial support Except as permitted under paragraph below, the Issuer shall not, and shall procure that no other Group Company will, make or grant any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or group or otherwise voluntary assume any financial liability, whether actual or contingent, in respect of any other person or group, not being a member of the Group. Paragraph above does not apply to any Permitted Financial Support Disposals The Issuer shall not, and shall procure that no other Group Company will, sell, transfer or otherwise dispose of all or a substantial part of its assets (including shares or other securities in any person) or operations (other than (i) to a Group Company, and (ii) for the avoidance of doubt, the Swedish Subsidiary and/or the Danish Subsidiary), unless such sale, transfer or disposal is carried out in the ordinary course of business and would not have a Material Adverse Effect. 30 (48)

57 Related party transactions Without limiting Clause 13.2 (Compliance with laws), the Issuer shall, and shall procure that all other Group Companies will, conduct all business transactions with any related party which is not a Group Company at market terms and otherwise on arm's length basis. Insurances The Issuer shall, and shall procure that each other Group Company will maintain with financially sound and reputable insurance companies, funds or underwriters customary insurance or captive arrangements with respect to its equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice for telecom companies. Maintenance of Licenses The Group Companies shall at all times be in compliance with all obligations under the Licenses (provided however that a failure to meet such obligations shall not constitute an Event of Default if unlikely to have a Material Adverse Effect). Financial covenants The Issuer undertakes to comply with the following financial covenants: Minimum Liquidity - Liquidity shall at all times exceed NOK 150,000,000; and Loan to Value - not to exceed 50 per cent. to apply, and in respect of both (i) and (ii) above be tested quarterly upon delivery of each compliance certificate with reference to the preceding quarter (the Testing Date ). A Financial Covenants Cure completed prior to the delivery of the compliance certificate shall be taken into account when calculating the Loan to Value Financial Covenant and Minimum Liquidity. If the Issuer fails (or would otherwise fail) to comply with any of the Financial Covenants, and the Issuer receives net cash proceeds from any person (other than a Group Company) in the form of new equity or a Shareholder Loan (a Cure Amount ) no later than on the Testing Date, then the relevant Financial Covenant shall be calculated, by adjusting the NIBD and/or the Minimum Liquidity (as the case may be) by the Cure Amount Dividends The Issuer may declare or make any dividend payment, repurchase of shares or make loans or other distributions ( Distributions ) to its shareholders including servicing or repaying shareholder or other Subordinated Loans (each a Dividend Payment ) to the extent that: the Dividend Payment in any 12 month period does not exceed 50 per cent. of the Issuer's consolidated net profit according to the Issuer's most recent Annual Financial Statement; and that NIBD / EBITDA immediately following such Dividend Payment does not exceed (48)

58 Notwithstanding the above, the Issuer may declare or make any Distributions to the extent required for payments made by ICE Norge AS to honour its obligations under the SCASA Agreement. 14. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS 14.1 Events of Default Each of the events or circumstances set out in this Clause 14.1 (Events o f Default) shall constitute an Event of Default: Non-payment The Issuer fails to pay any amount payable by it under the Finance Documents when such amount is due for payment, unless: (i) (ii) its failure to pay is caused by administrative or technical error in payment systems or the CSD and payment is made within 5 Business Days following the original due date; or in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely that such payment will be made in full within 5 Business Days following the original due date. Breach o f other obligations The Issuer does not comply with any provision of the Finance Documents other than set out under paragraph (Non-payment) above, unless such failure is capable of being remedied and is remedied within 20 Business Days after the earlier of the Issuer s actual knowledge thereof, or notice thereof is given to the Issuer by the Bond Trustee. (c) Misrepresentation Any representation, warranty or statement (including statements in Compliance Certificates) made under or in connection with any Finance Documents is or proves to have been incorrect, inaccurate or misleading in any material respect when made or deemed to have been made, unless the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within 20 Business Days of the earlier of the Bond Trustee giving notice to the Issuer or the Issuer becoming aware of such misrepresentation. (d) Cross default If for the Issuer and any Group Company: (i) any Financial Indebtedness is not paid when due nor within any applicable grace period; or 32 (48)

59 (ii) (iii) (iv) any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described); or any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described), provided however that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above exceeds a total of NOK 10,000,000 (or the equivalent thereof in any other currency). (e) Insolvency and insolvency proceedings The Issuer and any Group Company: (i) (ii) is Insolvent; or is object of any corporate action or any legal proceedings is taken in relation to: (A) (B) (C) (D) (E) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than a solvent liquidation or reorganization; or a composition, compromise, assignment or arrangement with any creditor which may materially impair its ability to fulfil its obligations under these Bond Terms; or the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or enforcement of any Security over any of its or their assets having an aggregate value exceeding the threshold amount set out in paragraph 14.1 (d) (Cross default) above; or for (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company, however this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement. (f) Creditor s process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Issuer and any Group Company having an aggregate value exceeding the threshold 33 (48)

60 amount set out in paragraph 14.1 (d) (Cross default) above and is not discharged within 20 Business Days. (g) Unlawfulness It is or becomes unlawful for the Issuer to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair: (i) (ii) the ability of the Issuer to perform its obligations under these Bond Terms; or the ability of the Bond Trustee or any Security Agent to exercise any material right or power vested to it under the Finance Documents Acceleration of the Bonds If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the Bondholders pursuant to Clause 14.3 (Bondholders instructions) below, by serving a Default Notice: (c) declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable on demand at which time they shall become immediately due and payable on demand by the Bond Trustee; declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents Bondholders instructions The Bond Trustee shall serve a Default Notice pursuant to Clause 14.2 (Acceleration o f the Bonds) if: the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders' Meeting has not made a resolution to the contrary; or the Bondholders' Meeting, by a simple majority decision, has approved the declaration of an Event of Default Calculation of claim The claim derived from the Outstanding Bonds due for payment as a result of the serving of a Default Notice will be calculated at the prices set out in Clause 10.2 (Voluntary early redemption - Call Option) as applicable at the following dates (and regardless of the Default Repayment Date set out in the Default Notice): 34 (48)

61 (i) (ii) for any Event of Default arising out of a breach of Clause 14.1 (Events of Default) paragraph (Non-payment), the claim will be calculated at the price applicable at the date when such Event of Default occurred; and for any other Event of Default, the claim will be calculated at the price applicable at the date when the Default Notice was served by the Bond Trustee. 15. BONDHOLDERS DECISIONS 15.1 Authority of the Bondholders Meeting A Bondholders' Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes. (c) (d) (e) (f) The Bondholders' Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. Subject to the power of the Bond Trustee to take certain action as set out in Clause 16.1 (Power to represent the Bondholders), if a resolution by, or an approval of, the Bondholders is required, such resolution may be passed at a Bondholders' Meeting. Resolutions passed at any Bondholders' Meeting will be binding upon all Bondholders. At least 50 per cent. of the Voting Bonds must be represented at a Bondholders' Meeting for a quorum to be present. Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders' Meeting, unless otherwise set out in paragraph (f) below. Save for any amendments or waivers which can be made without resolution pursuant to Clause 17.1 (Procedure for amendments and waivers) paragraph, section (i) and (ii), a majority of at least 2/3 of the Voting Bonds represented at the Bondholders' Meeting is required for approval of any waiver or amendment of any provisions of these Bond Terms, including a change of Issuer and change of Bond Trustee Procedure for arranging a Bondholders Meeting A Bondholders' Meeting shall be convened by the Bond Trustee upon the request in writing of: (i) (ii) (iii) (iv) the Issuer; Bondholders representing at least 1/10 of the Voting Bonds; the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or the Bond Trustee. The request shall clearly state the matters to be discussed and resolved. 35 (48)

62 (c) (d) (e) (f) (g) (h) (i) If the Bond Trustee has not convened a Bondholders' Meeting within 10 Business Days after having received a valid request for calling a Bondholders Meeting pursuant to paragraph above, then the re-questing party may itself call the Bondholders Meeting. Summons to a Bondholders' Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders' Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform). Any Summons for a Bondholders Meeting must clearly state the agenda for the Bondholders Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders Meeting in the Summons. If the Summons contains proposed amendments to these Bond Terms, a description of the proposed amendments must be set out in the Summons. Items which have not been included in the Summons may not be put to a vote at the Bondholders' Meeting. By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring or dispose of Bonds during the period from the date of the Summons until the date of the Bondholders' Meeting, unless the acquisition of Bonds is made by the Issuer pursuant to Clause 10 (Redemption and Repurchase o f Bonds). A Bondholders' Meeting may be held on premises selected by the Bond Trustee, or if paragraph above applies, by the person convening the Bondholders Meeting (however to be held in the capital of the Relevant Jurisdiction). The Bondholders' Meeting will be opened and, unless otherwise decided by the Bondholders' Meeting, chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders' Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders' Meeting. Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a Bondholder, shall have the right to attend the Bondholders' Meeting (each a Representative ). The chair of the Bondholders' Meeting may grant access to the meeting to other persons not being Representatives, unless the Bondholders' Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt with regard to whether a person is a Representative or entitled to vote, the chair of the Bondholders' Meeting will decide who may attend the Bondholders' Meeting and exercise voting rights. Representatives of the Issuer have the right to attend the Bondholders' Meeting. The Bondholders Meeting may resolve to exclude the Issuer s representatives and/or any person holding only Issuer's Bonds (or any representative of such person) from 36 (48)